Saks Fifth Avenue 2008 Annual Report Download - page 246

3. Section 4(a)(ii)(C) is hereby deleted and replaced in its entirety with the following:
“(C) the amount of any annual cash bonus earned by the Executive for the fiscal year in which the Employment
Termination Date occurs, determined following the end of such fiscal year, with the entire amount of such bonus being
determined in accordance with the applicable formula or the achievement of the corporate objectives applicable to the Executive
and her direct reports, which bonus amount shall be (1) multiplied by a fraction the numerator of which is the number of days
that have elapsed during the fiscal year in which the Employment Termination Date occurs to and including the Employment
Termination Date and the denominator of which is 365, provided that such annual cash bonus shall be no less than the
Executive’s target bonus potential of 50% of Base Salary for such fiscal year if the Executive remains employed continuously
with the Company from the Effective Date through the Date of Termination, and (2) paid to the Executive by the Company at
the time that bonuses for such fiscal year are paid to the other senior executives of the Company; but if the Employment
Termination Date occurs during the first six months of the Company’s fiscal year, no bonus amount shall be payable for such
fiscal year;”
4. Section 4(a)(ii)(D)(2) is hereby deleted and replaced in its entirety with the following:
“(2) performance shares that have not been earned and are subject to restrictions on vesting based on the achievement of
performance goals shall vest based on the achievement of such performance goals, such achievement to be determined following
the end of the performance period, with the number of such performance shares determined to have vested being multiplied by a
fraction, the numerator of which is the number of days between the date of grant of such performance shares and the
Employment Termination Date and the denominator of which is the number of days between the date of grant of such
performance shares and the date of the end of the performance period, provided that no less than the target number of such
performance shares shall vest if the Executive remains employed continuously with the Company from the Effective Date
through the Date of Termination, which performance shares shall be paid to the Executive by the Company at the time that
performance shares for such performance period are paid to the other senior executives of the Company;”
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